@LAST SOFTWARE, INC. 
END USER LICENSE AGREEMENT

@LAST SOFTWARE, INC. ("@LAST") IS WILLING TO LICENSE THE SOFTWARE, COMPONENTS, MATERIALS, PLUG-INS, ASSOCIATED DOCUMENTATION AND/OR OTHER PRODUCTS THAT MAY ACCOMPANY THIS END USER LICENSE AGREEMENT (INDIVIDUALLY AND COLLECTIVELY, THE "PRODUCTS") TO YOU ("YOU") ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS END USER LICENSE AGREEMENT (THE "AGREEMENT").  IF YOU ARE AN EMPLOYEE OR AGENT OF A COMPANY (THE "COMPANY") AND ARE ENTERING INTO THIS AGREEMENT TO OBTAIN THE PRODUCTS FOR USE BY THE COMPANY FOR ITS OWN BUSINESS PURPOSES, YOU HEREBY AGREE THAT YOU ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY AND THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT.  IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, @LAST IS UNWILLING TO LICENSE THE PRODUCTS TO YOU, AND YOU SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW TO DISCONTINUE THE DOWNLOAD OR INSTALLATION PROCESS.  IN SUCH CASE, ANY AMOUNTS ALREADY PAID BY YOU SHALL BE REFUNDED BY @LAST.

1. LICENSE.  Subject to the terms and conditions of this Agreement, @Last hereby grants You a limited, non-exclusive, personal license to install, perform and use the Products, in machine-readable form only, solely for Your own personal or internal business use in accordance with the instructions, specifications and documentation provided with the Products.  You may make one (1) copy the Products only for backup and archival purposes, provided that You reproduce all copyright and other proprietary notices that are on the original copy of the Products.  You understand that @Last may from time to time update the Products and that @Last has no obligation to furnish to You any such updates pursuant to this Agreement.
2. RESTRICTIONS.  You may not use or copy the Products, or any copy thereof, in whole or in part, except as expressly provided in this Agreement.  You may not modify, reproduce, create derivative works of, distribute, sell, resell, lend, loan, lease, license, sublicense or transfer (except as expressly provided herein) the Products or any portion thereof.  You may not reverse engineer, disassemble, decompile, or translate the Products, or otherwise attempt to derive the source code of the Products, or authorize any third party to do any of the foregoing, except to the extent allowed under any applicable law.  The Products contain trade secrets, trademarks, patents, and copyrights owned by @Last, and You shall maintain the Products in confidence.  You shall not allow any access to or use of the Products by anyone other than Your employees or agents, and any such use must be consistent with the terms, conditions and restrictions set forth in this Agreement.  You may transfer the limited license granted herein solely in connection with the transfer of the Products, provided, however, that You deliver all copies of the Products to the transferee, that You do not keep any copies of the Products or related materials, and that the transferee is given a copy of this Agreement and acknowledges and agrees to be bound by its terms.  Any attempt to transfer any of the rights, duties or obligations hereunder not in accordance with the foregoing is null and void and without any force or effect.  
3. OWNERSHIP.  The Products are licensed, not sold, to You for use only under the terms of this Agreement, and @Last reserves all rights not expressly granted to You.  You own the media, if any, on which the Software is recorded, but @Last retains ownership of all copies of the Software itself.
4. TERM AND TERMINATION.  The Agreement becomes effective when You agree to the terms and conditions of this Agreement by downloading, opening, installing, using, accessing or manipulating the Products, and this Agreement will terminate immediately upon notice to You if You materially breach any term or condition of this Agreement.  You agree upon termination to promptly destroy the Products and all copies thereof.
5. WARRANTY DISCLAIMER.  THE PRODUCTS ARE PROVIDED TO YOU "AS IS" AND @LAST AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTILIABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY @LAST, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.  
6. LIMITATION OF REMEDIES.  REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL @LAST OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS OR ANY DATA SUPPLIED THEREWITH, EVEN IF @LAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.  IN NO EVENT SHALL THE LIABILITY OF @LAST EXCEED THE GREATER OF THE TOTAL AMOUNT RECEIVED BY @LAST FROM YOU FOR LICENSE OF THE PRODUCTS OR $100.
7. AUTHORITY AND INDEMNITY.  If You have entered into this Agreement on behalf of (or to facilitate the use of the Products by) a Company of which You are an employee or agent, You represent and warrant that You have the full corporate right, power and authority to enter into this Agreement on behalf of the Company, that this Agreement has been duly authorized by the Company and that this Agreement will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.  You hereby agree to indemnify and hold @Last harmless from any and all claims, damages, losses and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section 7. 
8. U. S. GOVERNMENT END USERS. The Products are a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Products with only those rights set forth therein. 
9. EXPORT LAW.  The Products and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries.  You agree to strictly comply with all such laws and regulations and acknowledge that You have the responsibility to obtain such licenses to export, re-export or import as may be required.  
10. HIGH RISK ACTIVITY.  You acknowledge and agree that the Products are not intended for use with any high risk or strict liability activity, including, without limitation, air or space travel, technical building or structural design, power plant design or operation, life support or emergency medical operations or uses, and that @Last makes no warranty and shall have no liability arising from any use of the Products in any high risk or strict liability activities.
11. GENERAL.  This Agreement will be governed by the laws of the State of Colorado in the United States of America, without regard to or application of any conflicts of law rules or principles.  The federal and state courts for Boulder County shall have jurisdiction over any disputes, claims or controversies arising out of or relating to this Agreement, and You hereby irrevocably waive any objection to the jurisdiction of such courts over any such dispute, claim or controversy.  If any provision of this Agreement is held to be unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force.  This Agreement is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between You and @Last in relation to the subject matter of this Agreement.   
If You have any questions regarding this Agreement or the Products, please contact the party that supplied the Products to You. 
THE PRODUCTS ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATIES.  
UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

(c) Copyright 2000-2005, @Last.  All rights reserved.  Protected by copyright and licenses restricting use, copying, distribution and decompilation.  @Last and SketchUp are trademarks of @Last Software, Inc.